Exhibit 10.3
SOFTWARE LICENSE AND SUPPORT AGREEMENT
This Agreement is made this 19th day of August, 1999 between Unisys s.r.o.
of ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇ ▇ ("Unisys") and InfoActiv, Inc. of ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ ("the Supplier").
WHEREAS
1) The Supplier owns the Software defined in this Agreement.
2) Unisys wishes to license such Software under the terms and
conditions defined herein.
SOFTWARE LICENSE AND SUPPORT AGREEMENT CLAUSES
1. DEFINITIONS 12. UPDATES
2. EFFECTIVE DATE 13. SUPPORT SERVICES
3. OBLIGATIONS OF SUPPLIER 14. REGULATORY APPROVALS &
SAFETY
4. ACCEPTANCE OF SERVICES 15. INDEPENDENT CONTRACTOR
AND AGENCY
5. CHARGES AND PAYMENT 16. TERMINATION AND RETURN OF
UNISYS MATERIALS
6. TITLE AND LICENSE 17. FORCE MAJEURE
7. WARRANTY 18. ENTIRE AGREEMENT
8. COPYRIGHT AND
CONFIDENTIALITY 19. ASSIGNMENT
9. LIMITATION OF LIABILITY 20. GENERAL PROVISIONS
10. PATENT, COPYRIGHT & TRADE
SECRET INDEMNITY 21. LAW
11. AMENDMENTS 22. NOTICES
The Schedules are as follows: End-users License term
Schedule 1 Description of the Software Schedule 3 Agreement term
Specifications Acceptance Criteria
Documentation Charges
Standards/Requirements Payment plan
Target configuration Additional terms &
Software performance conditions
requirements Change Control
Schedule 2 Unisys Manager Schedule 4 Support
Timetable Training
Liquidated Damages
Location(s)
1. DEFINITIONS
1.1 "Agreement" means these general terms and conditions, each Schedule, the
Order and any supplementary documents expressly incorporated herein.
1.2 "Confidential Information" means any information confidential to Unisys,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ or any of its subsidiaries or to the licensors of any
of the foregoing, which relates to the business, products, developments,
trade secrets, know-how, personnel, suppliers and customers of Unisys or
information which may reasonably be regarded as the confidential
information of Unisys.
1.3 "Documentation" means the manual(s) or other documents associated with the
Software supplied to Unisys by the Supplier.
1.4 "End-users" means Unisys Customers as detailed in Schedule 2.
1.5 "Fault" means a non compliance with the Specification as detailed in
Schedule 1 or with any acceptance criteria that may be detailed in
Schedule 3.
1.6 "Order" means a Purchase Order raised by Unisys requiring the Supplier to
provide the Software described in Schedule 1 or Support Services described
in Schedule 4.
1.7 "Schedule" means a Schedule to the Agreement.
1.8 "Software" means the Software provided under this Agreement as defined in
Schedule 1.
1.9 "Support Services" means the support and training services, as described
in Schedule 4.
1.10 "Time Sheets" means electronic time
recording or time recording forms in a format specified by Unisys.
1.11 "Timetable" means the timetable for the provision of the Software as
described in Schedule 2.
1.12 "Unisys Manager" means the Manager nominated by Unisys as detailed in
Schedule 2 or otherwise notified in writing to the Supplier who will be
responsible for liaising with the Supplier in respect of the provision of
the Software and Support Services.
2. EFFECTIVE DATE
This Agreement shall come into force when the Order is received by the
Supplier and shall remain in effect for the duration set out in the
Agreement or until terminated or cancelled in accordance with its terms.
3. OBLIGATIONS OF SUPPLIER
3.1 The Supplier shall deliver a copy of the Software in machine readable
form, on the media to the Location(s) and if applicable, install Software
by the date specified in the Timetable (or if no time is specified, within
a reasonable time). The Documentation shall also be delivered to Unisys as
requested, by the date specified, within a reasonable time. Time is of the
essence in respect of the provision of the Software and Documentation
where a Timetable has been agreed between the parties.
3.2 The Supplier shall proceed with and complete the Support Services in
accordance with the Timetable (or if no time is specified, within a
reasonable time) under the general supervision and direction of the Unisys
Manager. If a Timetable has been agreed between the parties time is of the
essence in respect of the provision of the Support Services.
If the Supplier does not supply the Software and/or Documentation and/or
Support Services in accordance with the agreed contractual time, including
any extension of time that may be granted to the Supplier by Unisys, the
Supplier will be in breach of this Agreement and shall pay to Unisys
liquidated damages at the rate set out in Schedule 2.
For the avoidance of doubt, payment of or Unisys rights to liquidated
damages under this Clause shall not affect any of Unisys= rights to
terminate the Agreement.
3.3 The Supplier shall provide the Support Services with due care and
attention and in accordance with Schedule 4.
3.4 The Supplier shall be responsible for paying its personnel and for making
any appropriate deductions for tax and national insurance contributions,
or similar contributions relating to the provision of the Support Services
by the Supplier's personnel.
3.5 The Supplier's personnel shall at no time be deemed to be employed by
Unisys and the Supplier shall be responsible for any claims relating to
the Supplier's personnel including but not limited to redundancy or unfair
dismissal.
4. ACCEPTANCE OF SERVICES
4.1 Unisys will accept the Software and Documentation in writing provided that
the Software and Documentation meet the acceptance criteria that may be
detailed in Schedule 3. Where no acceptance criteria is specified, the
Software shall be deemed accepted 90 days after installation of the
Software provided all Faults are fixed within that 90 day period.
4.2 Without prejudice to any other rights and remedies Unisys may have, Unisys
will notify the Supplier of any Faults in the Software and Documentation
which shall be corrected by the Supplier within the timescales that Unisys
may in its sole opinion deem reasonable before acceptance of the said
Software and Documentation by Unisys.
5. CHARGES AND PAYMENT
5 .1 On receipt of acceptance in writing by the Unisys Manager of the Software
and Documentation, the Supplier may invoice Unisys in accordance with the
payment plan detailed in Schedule 3. Once only license charges shall not
be subject variation. The Supplier shall have the right to vary periodic
license or support charges by giving Unisys not less than 3 months written
notice in advance of such variation effective at the end of the license or
support period specified in the Schedules.
The Supplier will ensure that the prices and terms and conditions accorded
to this Agreement are no less favorable than the prices and terms and
conditions accorded to the Suppliers most favored customer of similar
Services.
5 .2 If Support Services are for the provision of personnel on a time and
materials basis, then Time Sheets for the hours worked by those personnel
shall be submitted weekly to and signed by the Unisys Manager as
acceptance of the hours worked, such Time Sheets to be submitted by the
Supplier with the Supplier's invoice.
Where expressly stated in Schedule 3 of this Agreement, Unisys will
reimburse all reasonable and actual travel and subsistence expenses
incurred by the Supplier's personnel in providing the Support Services
inside or outside the Location(s) provided that:
(a) All such expenditure is approved in advance by the Unisys Manager.
(b) Receipts and vouchers are produced as evidence of such expenditure
together with the written approval of the Unisys Manager.
(c) the Supplier will invoice Unisys for such expenditure, without
addition of any
management fee.
5.3 Except as may be provided in Schedule 3, Unisys will make payment within
forty five (45) days of receipt of invoice provided that:
(a) the invoice bears a valid Unisys Order number relating to the
Software and/or services charged.
(b) the invoice is in accordance with the charges and/or payment plan
detailed in Schedule 3 and the written acceptance of the Software
pursuant to clause 4 is attached where appropriate.
5.4 All charges specified herein are exclusive of value added tax which shall
be added in accordance with prevailing legislation.
6. TITLE AND LICENSE
6.1 Title, copyright and all other proprietary rights in the Software and
Documentation and all parts and copies thereof shall remain vested in the
Supplier.
6.2 Unisys shall use best endeavors to follow all reasonable instructions
given by the Supplier from time to time with regard to the use of trade
marks owned by the Supplier.
6.3 The Supplier hereby grants to Unisys a non-exclusive license and right to
sub-license to the named End-user as specified in Schedule 2 to enable the
End-user to use the Software on the terms and conditions contained herein
and for the period specified in Schedule 2 from the date of acceptance.
6.4 The License will continue until the End-user ceases using the Software or
until terminated in accordance with Clause 15 hereof.
6.5 Except as specified in Schedule 3, the Software shall be used only for the
End-user's own data processing and shall not be used to provide a data
processing service to any other third party whether by way of trade or
otherwise.
6.6 Unisys or End-user may transfer the Software permanently to another
Location or to other equipment with the consent in writing of the Supplier
which shall not be unreasonably withheld.
6.7 The Supplier shall supply to Unisys those items of the Documentation
specified in Schedule 1.
6.8 Unisys may not make copies of the Documentation without the Supplier's
prior written agreement which shall not be unreasonably withheld. At the
request of Unisys the Supplier shall provide such additional copies of the
Documentation as Unisys may reasonably require for the normal operation of
the business of the End-user, at the Supplier's then current standard
scale of charges.
6.9 The End-user may make only such copies of the Software as are
necessary for its operational use and security. This License applies to
such copies as it applies to the Software.
6.10 Unisys may not, without the prior written consent of the Supplier, modify
the Software or incorporate the Software in software not provided by the
Supplier.
6.11 License and Escrow
The Supplier shall place the source code of the Software in escrow on the
basis of the appropriate standard escrow agreement or on such terms as
Unisys and the Supplier shall agree. Such escrow agreement shall be
entered into by the parties with a third party on the effective date of
this Agreement and the Supplier shall place the software in escrow
immediately after the date of this Agreement and keep it properly updated.
The Supplier hereby grants to Unisys a royalty-free, irrevocable and
non-exclusive license to use, reproduce, modify, adapt and enhance (and to
authorize a third party to use, reproduce, modify, adapt and enhance) the
source code version of the software in the event that the Supplier becomes
insolvent or fails to adhere to its support obligations. Escrow fees shall
be paid by Unisys. Failure by Unisys to make timely payments of escrow
fees shall remove Supplier's obligation to grant Unisys the license
described above, until timely payments are resumed by Unisys.
7. WARRANTY
7.1 The Supplier warrants for a period of 90 days from acceptance by Unisys or
End-user that the Software or Documentation will be free from Faults.
7.2 The Supplier shall at no further charge to Unisys promptly correct any
Fault in the Software or Documentation reported by Unisys and/or End-user
within the said 90 day period.
7.3 The Supplier also warrants and represents that:
7.3.1 it is able and has sufficient skill and resources to perform the Support
Services and will carry out the said Support Services with due skill and
care.
7.3.2 it has the necessary power and right to grant Unisys the license rights
set forth in clause 6.
7.4 Supplier warrants that the occurrence in or use by the Software of dates
on or after January 1, 2000 ("Millennial Dates") will not adversely affect
the performance of the Software with respect to date dependent data,
computations, output or other functions (including, without limitation,
calculating, comparing and sequencing) and that the Software will create,
store, process and output information related to or including Millennial
Dates without error or omissions and at no additional cost to Unisys. At
Unisys request and upon reasonable notice,
Supplier will provide evidence sufficient to demonstrate adequate testing
of the Software to meet the foregoing requirements.
8. COPYRIGHT & CONFIDENTIALITY
8.1 The Supplier shall not without Unisys prior written consent use in any
documentation any material the copyright in which belongs to Unisys.
If Unisys grants the Supplier written consent to use such Unisys materials
in documentation, the said documentation shall bear the same Unisys
copyright notices or legends that appear on the original Unisys material.
8.2 The Supplier shall not without Unisys prior written consent advertise the
existence of this Agreement in any form of communication and/or media.
8.3 The Supplier agrees that all Confidential Information will be held in
confidence by the Supplier and will not be disclosed to any third party
with Unisys written consent or used other than for the purposes of this
Agreement.
8.4 Unisys shall keep confidential to the same extent that it protects its own
proprietary products, the Software and Documentation or any part thereof
and shall not disclose the same to any third party other than the named
End-user without prior written consent of the Supplier.
8.5 Clause 8.3 and 8.4 shall not apply to information in the public domain or
information which the Supplier can show was already lawfully obtained by
him from a third party without restriction against disclosure.
8.6 The obligations under this clause 8 will survive termination of this
Agreement.
9. LIMITATION OF LIABILITY
9.1 The following provisions set out the Supplier's liability (including any
liability for the acts and omissions of its employees, agents and/or
subcontractors) to Unisys under this Agreement:
9.1.1 The Supplier's liability to Unyss for death or injury resulting from
the Supplier's negligence shall not be limited.
9.1.2 The Supplier shall indemnify Unisys against all claims and
proceedings, damages, losses, costs and expenses incurred by Unisys
as a result of the Supplier's negligence and/or breach of this
Agreement. The Supplier's liability under this clause shall be
limited to one million pounds (,1,000,000.00).
9.1.3 The Supplier shall at its own expense effect and maintain insurance
sufficient to meet its obligations and liabilities
under the Agreement. Evidence as to the existence of the said
insurance shall be produced at the request of Unisys at any time.
9.2 The Supplier shall not be liable for any consequential loss.
9.3 This limitation of liability shall not apply to claims covered by Clauses
8 and 10.
10. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY
The Supplier shall defend and fully indemnify Unisys against all claims,
demands, actions, costs, expenses (including but not limited to full legal
costs) losses and damages arising from or incurred by reason of any
infringement or alleged (including but not limited to the defense of such
alleged infringement) of any intellectual property rights of a third party
by the use or possession of any Software and/or Documentation provided by
the Supplier or in connection with the Support Services.
11. AMENDMENTS
Unisys may from time to time, request changes to be made to the Support
Services or to any other term of the Agreement and, from the date agreed
between Unisys and the Supplier, the Support Services or performance of
the Agreement shall be in accordance with the Agreement as amended. Any
increases or decreases in price and changes to the Timetable as a result
of the changes shall be reasonable and subject to negotiation between
Unisys and the Supplier. Any changes will be made in accordance with the
change control procedure set out in Schedule 3.
12. UPDATES
12.1 Supplier shall promptly inform Unisys and shall keep Unisys advised of any
changes in the software defined in this agreement.
12.2 Unisys shall establish a mutually agreed upon timescale to implement the
changed software on the End-user's system(s).
12.3 Unisys shall advise Supplier of changes to its software and provide
documentation pertaining to such changes necessary for Supplier to make
necessary changes in Supplier's software.
12.4 Unisys shall use its reasonable efforts to provide to Supplier remote,
telephonic access to a hardware and software test environment facility,
either at the End-user's facility or at Unisys facility or one provided by
Unisys at no cost to InfoActiv, except the customary telephonic charges
otherwise incurred by InfoActiv. Unisys shall in its sole discretion
provide reasonable access time to designated test environment; reasonable
technical and design documentation, appropriate pre-release information
about Unisys's
product upgrades or new announcements; access to telephony environments,
processor usage; disk space; etc.
13. SUPPORT SERVICES
13.1 A support service shall be provided as specified in Schedule 4 from the
date of acceptance of the Software.
13.2 Where a new issue or update of the Software and/or Documentation or part
thereof is released by the Supplier it shall be installed (if applicable)
by the Supplier under the support services and accepted and used by the
End-user except where the End-user elects to retain and use the superseded
issue of the Software, in which case the Supplier shall use its best
endeavors to provide a maintenance service on terms to be agreed.
13.3 The Supplier shall provide instruction in the use of the Software for
Unisys or End-user's personnel as specified in Schedule 4. Unless
otherwise specified no charge shall be made for such training.
14. REGULATORY APPROVALS & SAFETY
14.1 The Supplier warrants that the Support Services and Software provided by
the Supplier will comply with all relevant regulatory approvals and
without limiting the foregoing will comply with any Acts, regulations or
orders pertaining to health and safety and that the Support Services and
Software, used properly in accordance with Supplier's instructions will
not represent a health or safety risk.
14.2 The Supplier shall ensure that its personnel comply with all security and
other office procedures and regulations implemented or otherwise required
by Unisys including but not limited to Unisys environmental policy as made
known to the Supplier if the Supplier's personnel are to provide the
Support Services on Unisys premises or Unisys Customer premises.
15. INDEPENDENT CONTRACTOR AND AGENCY
The Supplier has no authority to act as agent for Unisys or to contract on
behalf of Unisys and shall at all times be deemed to be and shall act as
an independent contractor.
16. TERMINATION AND RETURN OF UNISYS MATERIALS
16.1 This Agreement may be terminated forthwith by Unisys if the Supplier:
16.1.1 fails to perform any obligation under this Agreement within
thirty (30) days of written notice to do so; or
16.1.2 becomes insolvent, has a receiver or manager appointed,
commits an act of bankruptcy or commences to be wound up
(except for amalgamation or
reconstruction).
16.2 Unisys may cancel or terminate this Agreement at any time on 60 days
written notice to the Supplier. Upon termination under this clause, Unisys
will pay all amounts then due to the Supplier for the Support Services
provided by the Supplier up to the time of cancellation or termination.
For the avoidance of doubt, the licences will remain in full force and
effect until expiry of the license term as set out in Schedule 2.
16.3 Unisys may terminate the license by giving three months prior written
notice to the Supplier to take effect at the end of the initial period
specified in Schedule 2 or such extension of the periods as may be agreed
or, if no initial period is stated, by three months prior written notice
to the Supplier.
16.4 The Supplier may not terminate the license except in the circumstances as
described in sub-clause 15.1.1 and 15.1.2.
16.5 Unisys shall have the right to terminate the license in the event that the
Software does not pass the acceptance criteria or Faults are not fixed in
accordance with clauses 4 and 7.
16.6 In the event of termination of this license by Unisys in accordance with
clauses 15.1.1, 15.1.2 or 15.5 prior to acceptance being successful,
Unisys shall be entitled to return the Software and the Supplier shall
give Unisys a full refund of all monies paid by Unisys to the Supplier in
connection with the Software.
16.7 Unisys shall have the sole discretion and right to terminate the
involvement of any of the personnel of the Supplier providing the Services
by written notice to the Supplier, if the Unisys Manager makes any
complaint about the conduct, competence or performance of the said
personnel of the Supplier in relation to the performance of Services,
irrespective of whether such complaint is soundly based and reasonable.
16.8 Upon termination for whatever reason the Supplier shall promptly refund to
Unisys any sums then standing to the credit of Unisys and return to Unisys
all property and documentation.
16.9 All rights and/or obligations under this Agreement which are expressed to
apply after termination or which are by necessary implication apply after
termination will survive termination of this Agreement. For the avoidance
of doubt, termination of this Agreement shall not prejudice or affect the
rights granted by the Supplier to Unisys as set out in Clause 6.
17. FORCE MAJEURE
Neither party will be liable for failure to fulfill its obligations when
due to causes beyond its reasonable control.
18. ENTIRE AGREEMENT
This Agreement, its Schedules, any documents and any modifications
expressly incorporated herein constitute the entire and complete Agreement
between the parties and supersedes with regard to its subject matter all
prior communications between the parties of any nature including any terms
and conditions submitted by the Supplier.
19. ASSIGNMENT
19.1 The Supplier shall not assign or subcontract all or any part of its
obligations, rights or benefits hereunder without the prior written
consent of Unisys. All subcontract documents and subcontractor selection
by Supplier, if permitted by Unisys shall be subject to the written
approval of Unisys prior to the award of each subcontract.
19.2 The Supplier shall be fully responsible for any work performed by its
subcontractors and for the acts or omissions of its subcontractors.
20. GENERAL PROVISIONS
20.1 Waiver
Any delay or failure on the part of Unisys in enforcing any right or
remedy under or arising out of this Agreement will not constitute a waiver
of such right or remedy. No waiver of any term or condition of this
Agreement or of any right or remedy arising in connection therewith shall
constitute a continuing waiver.
20.2 Paragraph Headings
Paragraph headings are inserted for convenience only and shall not affect
the interpretation or construction of this Agreement.
20.3 Modifications
No modification of this Agreement will be valid unless in writing and
signed by a duly authorized representative of each party.
20.4 Invalidity
If any provision of this Agreement is found to be invalid or
unenforceable, its invalidity or unenforceability shall not affect the
other provisions of this Agreement which shall remain in full force and
effect.
20.5 Recoveries of Monies Due
Wherever under this Agreement any sum of money is unrecoverable from or
payable by the Supplier, that sum may be deducted from any sum then due or
which at any later date may become due to the Supplier under this
Agreement or under any other Agreement with Unisys.
20.6 Precedence
In the event of any conflict between the Main Terms and Conditions,
Schedules and Order, the Main Terms and Conditions shall prevail.
21. LAW
This Agreement shall be construed in
all respects in accordance with the laws of the Czech Republic and the
parties agree to submit to the jurisdiction of the Czech Courts, however,
at any time during the pendency of a dispute either party may request the
other to enter into alternative dispute resolution procedures mutually
agreeable to the parties.
22. NOTICES
Notices to be given to Unisys shall be sent to the General Manager, Unisys
s.r.o. ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇ ▇, notices to the Supplier shall be sent
to Contract Manager, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ for the
attention of Mr. ▇▇▇ ▇▇▇▇▇ or such address as shall be notified by either
party to the other in writing.
Such notices shall be delivered by hand or sent by ordinary, recorded or
registered mail and shall be deemed to have been given on the day or five
working days after posting in the case of notices sent by mail.
SCHEDULE1
1. Description of Software
NetPro IPS 1.0 (NetPro 1.0 thereon) is an open provisioning Interface
software that allows administrators, customer service representatives, and
subscribers to access and maintain mailbox information through a common
transaction server (NetPro Server) with appropriate security. NetPro IPS
uses a set of component objects (COM) that are customized to provide SPT
TELECOM's customer service agents a browser interface for mailbox
administration.
2. Specifications
1) Standard NetPro 1.0 will include the following components:
a) NetPro Server software to run on Windows-NT platform
b) NetPro Agent interface to run on the Unisys VolceSource
Express platform
c) NetPro Intranet APIs to support standard administrative and
customer service functions
d) NetPro forms to facilitate Web browser interface in an
intranet environment
2) The standard NetPro 1.0 administrator and Customer Service modules
contain the following functions and features:
a) Maintenance Functions
o Create a Mailbox with extensions that is instantly
activated upon creation
o View (Inquire) a Mailbox profile
o Change a Mailbox profile
o Upgrade/downgrade Class of service
b) Support Functions
o View Mailbox creation date and time
o View Mailbox lock date and time
o Reset Mailbox in use
o Display appropriate mailbox status, un-initialized, user
or admin-locked
c) Notification Functions
o Paging notification and schedules
o Outcall notification and schedules
o Fax Functions
o Enable/Disable Fax with Fax number
3) The Custom Enhancements to standard NetPro 1.0 will be described in
full detail in the NetPro Custom Functional Specifications for SPT
TELECOM. These are the outline NetPro Custom Enhancements for SPT
TELECOM.
a) The NetPro environment will be localized in Czech language.
b) Maintenance functions
o Delete base Mailbox and all extensions related to the
base mailbox
o Ability to provision E-mail notification
o Mailbox language selection - Czech and English
o Display number of extensions for a base mailbox
c) Support functions
o Lock/Unlock Mailbox. Locking base mailbox will lock all
extensions related to the base mailbox
o Suppress Password
o Reset password to the last four digits of the mailbox
number
o Display what kind of greeting is active
o Display counts for Urgent, New, Saved and future
messages
d) Housekeeping functions
o Mailbox template maintenance that provides the ability
to maintain defaults for mailbox attributes as a system
administrator function.
o Provide reports on based on mailbox activity. The report
will be sorted by function and usercode.
3. Documentation
The following documentation will be provided by the Supplier-
1) NetPro 1.0 Capabilities Guide
2) NetPro Custom Functional Specifications for SPT TELECOM
3) NetPro 1.0 Programmers guide
4) NetPro 1.0 Installation and Operations, Guide
5) NetPro Test Plan and Test Scripts
4. Standards/Requirements
The SPT TELECOMs requirements for functional enhancements on the top of the
standard NetPro 1.0 will be described in detail in NetPro Custom Functional
Specifications for SPT TELECOM.
5. Target configuration
This is the recommended configuration for NetPro Windows NT server.
Recommended platforms are HP or Compaq.
1) Hardware:
- Quantity 2 (NT Cluster compatible)
- Dual Pentium 111 550 MHz processor with 100 MHz bus or Xeon
Processor
- 512 KB L2 cache per processor
- 512 MB or ▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇ SDRAM memory
- CDROM and 1.44 FDD
- mouse and keyboard
- 10/100 TX Network Controller card to support redundancy & Load
balancing
- DAT Backup drive
- RAID Controller (RAID level 0 to 5)
- 3 numbers of 9.1 GB (10000 RPM) Ultra2 SCSI Hot pluggable drives
(RAID compatible)
- Keyboard and Mouse
- Hot-swap Power supplies and FANs
2) Software:
- NT Enterprise version 4.0 with Service Pack 4 or 5
- NT Option pack 4 with Transaction server, 11S 4.0, etc.,
- SQL Server 6.5 Enterprise, version with Service Pack 4
- PC Anywhere or Remotely Possible software for Remote
Administration
6. Software performance requirements
When 50 users are concurrently connected to NetPro Server no more than 3%
of Voice Source Express RPM (Relative Performance Measure) capacity will
be consumed.
SCHEDULE 2
1. Unisys manager
Unisys will provide a project manager for performing various project
management tasks related to development and implementation of NetPro
Custom provisioning features requested by SPT TELECOM. These include:
1) Approval of project plan
2) Requirements gathering
3) Approval of functional specifications
4) Monitoring progress of development
5) Site preparation
6) Implementation schedule
7) Product approval
2. Timetable
Start Date End Date
Requirements gathering Started August 11
Approval of Functional specifications August 20th
Prepayment of custom work August 23rd
Site preparation September 6th September 10th
Installation on test platform September 13 September 15th
Approval of Test Plan and Test Scripts September 15
Running the acceptance Tests September 16th September 17th
Cut-over to live application September 20th September 22nd
Product Acceptance September 23rd September 24th
Payment in total of all licenses,
expenses and other charges September 27th
3. Liquidated Damages
In case of late delivery of Software and Services Supplier shall be
subject to liquidated damages in an amount of 0.1 % of the price of
the undelivered Software and Services for each day of such delay
beginning seven days after the contracted Product Acceptance
date.
The total amount paid as liquidated damages will be no greater than
the aggregate sum of all charges by Unisys hereunder.
4. Locations
NetPro software will be installed at SPT TELECOM premises on the
address ▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
5. End-user license term
The end-user license term shall be unlimited in time commencing from
the Product Acceptance date of the Software unless terminated by
either party in accordance with this Agreement.
SCHEDULE 3
1. Agreement term
2. Acceptance Criteria
The acceptance Test Plan and Test Scripts will be provided by the
Supplier, will focus on NetPro Customizations and will be performed by the
Supplier's development personnel to verify that it meets SPT TELECOM's
requirements.
The Test Plan and Test Scripts will define:
1) Performance
2) Stress testing
Areas to be evaluated include.
1) Product function and performance
2) Installation and operation
3) Documentation and instructions
3. Charges
Item Price in USD
Production System
License Fee, NetPro Intranet API, Initial copy up to 10 users 1,313
License Fee, NetPro Intranet API, Initial copy 25 to 50 users 14,700
License Fee, NetPro Server 3,750
Installation, training, on-site support 3,750
Expenses (estimate) 10,000
NetPro Customization 24,375
Subtotal 57,888
Test Bed System
License Fee, NetPro Intranet API, Initial copy up to 10 users 0
License Fee, NetPro Server (2nd copy) 0
Installation, training, on-site support 3,375
Subtotal 3,375
1 Year Support 8x5 5,235*
TOTAL 66,498
* Does not include actual travel and subsistence expenses from West
Chester, PA, as are authorised by Unisys in 5.2 of- this agreement, which are in
addition to this charge when authorized in accordance with 5.2 of this
agreement.
4. Payment plan
1) Unisys will pay a full amount of the custom development work as a
deposit payment at the time of signing this agreement.
2) All License fees, Installation costs and travel expenses will be billed
immediately after Product Acceptance date and payable within forty five
(45) days from the date of invoices.
3) Payment will in no way limit Unisys right to remedies contained herein
including, but not limited to, full recovery of all amounts paid to
Supplier.
5. Additional terms & conditions
Support and maintenance cost will be negotiated annually after the initial
term, but in no event shall the support and maintenance costs be greater
to Unisys than 50% of Supplier's then in effect listed support price.
6. Change Control
This is the Change Control Procedure.
1) Change Identification
a) A change can be identified by Unisys or the Supplier.
b) The Change is proposed to the Unisys Project Manager.
c) If the idea is of any interest to Unisys and the Supplier Change
Documentation is initiated.
2) Change Documentation
a) The party identifying the Change fills a Change Management Form.
b) The Change Management Form is submitted to the other party.
c) The next step in the procedure is initiated (Change Review).
3) Change Review
a) The Supplier analyses the Change and assesses it in terms of time
and cost impact. These aspects are discussed with the Unisys Project
Manager.
b) The Supplier prepares a Project Change Order.
c) If the Project Change Order is approved by both Unisys and the
Supplier the next step (Change Implementation) is initiated.
d) If the Project Change Order is not approved by one of the parties
the Change is abandoned: the remarks are indicated on the Form.
4) Change Implementation
a) When the Change is approved by Unisys and the Supplier it is
implemented.
b) If it is a Software change it is documented by an
analyst/programmer.
5) Change closure
a) When the change is implemented and tested by the Supplier Unisys,
Unisys signs acceptance of the Change.
SCHEDULE 4
1. Support
1) Description of Support Services to be provided
The Supplier shall provide the following Support Services:
(a) A telephone support service between the hours of 0900 and
1730 hrs, Monday to Friday excluding Public Holidays.
(b) A service to correct errors reported and to provide update
versions to correct those errors as quickly as is reasonably
possible, providing a suitable detour in the meantime, if
required.
(c) Updates, enhancements and now releases of the Software.
(d) Documentation amendments as necessary.
(e) On-site support if necessary. This support will be charged
for on a time and materials basis in accordance with the
agreed rates. Response times for on site support will be
within forty-eight (48) hours of report of error by Unisys or
End-user.
2) Targeted Time Frames
Response Time Is 3 hours when averaged over the previous 12 months.
Problem Resolution
Means final problem resolution and does not concern temporary fix or
work around as described below)
Priority A - 5 working days
B - 15 working days
C - 30 working days
Classification of the Priorities
A Down Situation. (Urgent Problem)
B Problem (Problem not urgent)
C Information Request
3) Support Period
A minimum initial period of one (1) year commencing from the date of
acceptance of the Software and thereafter for successive period of
one (1) year unless terminated by either party in accordance with
this Agreement.
4) Support Charges
(a) Initial Period of one (1) year due on Installation of the
Software.
(b) Subsequent periods annually. (subject to variation in accordance
with this Agreement) due on expiry of initial period fee shown in
3(a) above and on subsequent anniversaries thereafter.
2. Training
InfoActiv will provide a 2-day training for administration,
operations, and maintenance of NetPro 1.0 IPS software and custom
enhancements. This training will be valuable for individuals who are
involved in supporting and implementing NetPro software, e.g.,
office managers, network administrators, help desk personnel,
support professionals, consultants, system integrators and end
users.
The training consists the following elements:
Installation and configuration of NT Server specific to NetPro
software.
Architecture of NetPro software and Intranet interface.
Security issues related to Windows NT Server User.
How Help desk personnel can employ the NetPro user interface.
Using the NetPro housekeeping module.
Upon completing this course, helpdesk personnel should attain an
understanding of the NetPro application. System administrators
should gain an understanding of how to implement and maintain the
NetPro server. System integrators will be taught the general
architecture of NetPro software and will be provided with a
comprehensive and practical knowledge of accessing COM objects.
Prerequisites:
Candidates should have a general understanding of Windows NT. They should have a
general understanding of computer technologies, LAN and Internet.
Signed Signed
------------------------------ ----------------------------
For and on behalf of UNISYS s.r.o. For and on behalf of SUPPLIER
NAME: NAME:
------------------------------ ----------------------------
TITLE: TITLE:
------------------------------ ---------------------------
DATE: DATE:
------------------------------ ----------------------------